WARRANTS EXERCISABLE FOR UP TO 1,600,000 WARRANT SHARESUnderwriting Agreement • December 4th, 2023 • Poet Technologies Inc. • Semiconductors & related devices • New York
The undersigned, POET Technologies Inc., a corporation existing under the laws of the Province of Ontario, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or affiliates of POET Technologies Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and, if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein. Maxim Group LLC is acting as the sole book-running manager
COMMON SHARE PURCHASE WARRANT POET Technologies Inc.Common Share Purchase Warrant • July 19th, 2024 • Poet Technologies Inc. • Semiconductors & related devices • New York
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 18, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from POET Technologies Inc., a corporation existing under laws of the Province of Ontario, Canada (the “Company”), up to 3,333,334 Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHAREHOLDER RIGHTS PLAN AGREEMENT POET TECHNOLOGIES INC. and EQUITY FINANCIAL TRUST COMPANY as Rights Agent Dated as of August 22nd, 2014Shareholder Rights Plan Agreement • April 13th, 2015 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
POET TECHNOLOGIES INC. US$30,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • June 30th, 2023 • Poet Technologies Inc. • Semiconductors & related devices • New York
POET Technologies Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “U.S. Agent”) and Cormark Securities Inc. (the “Canadian Agent”, and together with the U.S. Agent, the “Agents” and each, an “Agent”) to issue and sell from time to time common shares of the Corporation (the “Shares”) upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 25 hereof.
TSX TRUST COMPANY CONVERTIBLE DEBENTURE INDENTUREConvertible Debenture Indenture • April 30th, 2020 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
The Company wishes to create and issue the Debentures (as herein defined) in the manner and subject to the terms and conditions of this Indenture;
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
UNIVERSITY OF CONNECTICUT TECHNOLOGY INCUBATION PROGRAM (TIP) LEASE AGREEMENTLease Agreement • April 13th, 2015 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut
This Lease is made and entered into by and between the UNIVERSITY OF CONNECTICUT (hereinafter “UNIVERSITY”), a constituent unit of the State of Connecticut System of Higher Education, acting herein by its Executive Vice President of Administration and Chief Financial Officer or its Master Planner and Chief Architect pursuant to the provisions of Conn. Gen. Stat. § 4b-38, as revised, and ODIS, Inc., (hereinafter “COMPANY”) organized and existing under the laws of the State of Delaware and having its principal address at 54 Ahern Lane, Unit 5219, Storrs, Connecticut, and acting herein by Peter Copetti, its Chief Executive Officer, duly authorized.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2016 • Poet Technologies Inc. • Semiconductors & related devices • California
This Executive Employment Agreement (“Agreement”) is effective as of June 10, 2015 (the “Effective Date”), by and between POET Technologies Inc., together with its subsidiaries, affiliates, successors and assigns (the “Company”), and Suresh Venkatesan (“Executive”).
LICENSE AGREEMENTLicense Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut
This License Agreement (the Agreement) is made effective as of the April 28,2003 (the “Effective Date”), between the UNIVERSITY OF CONNECTICUT (“UCONN”) c/o the Center for Science and Technology Commercialization, 263 Farmington Avenue, Farmington, CT 06030-6207 and OPEL, INC. (“OPEL”) having a principal place of business at 22 Quail Run, Mansfield, CT 06268.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut
This Employment Agreement (this “Agreement”) is made as of this 17th day of February, 2014 (the “Effective Date”), by and between POET Technologies Inc. formerly OPEL Technologies Inc., (the “Company”), and Leon M. Pierhal (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • January 28th, 2014 • Poet Technologies Inc. • Ontario
MEMORANDUM OF OUTSTANDING — RE: EMPLOYMENTConsulting Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices
POET Technologies Inc. (formerly “OPEL Technologies Inc.”), a body corporate continued under the laws of the Province of Ontario
POET TECHNOLOGIES INC. - and - TSX TRUST COMPANY WARRANT INDENTURE Dated as of April 3, 2019Warrant Indenture • April 30th, 2020 • Poet Technologies Inc. • Semiconductors & related devices
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 31st, 2016 • Poet Technologies Inc. • Semiconductors & related devices • New York
The undersigned, Poet Technologies Inc., a company incorporated under the laws of the Province of Ontario, Canada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Poet Technologies Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several placement agents (such placement agents, including the Representative (as defined below), the “Placement Agents” and each a “Placement Agent”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Placement Agents (the “Representative”) and Cormark Securities Inc. (as lead placement agent in Canada) on the terms and conditions set forth herein.
SCHEDULE “A” POET TECHNOLOGIES INC. (formerly OPEL TECHNOLOGIES INC.) STOCK OPTION PLAN - OPTION AGREEMENTStock Option Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices
This Option Agreement dated · (the “Grant Date”) is entered into between POET TECHNOLOGIES INC. (“the Corporation”) and · (the “Optionee”) pursuant to the Corporation’s Stock Option Plan (the “Plan”). A copy of the current version of the Plan is available for download from SEDAR (www.sedar.com) or from the Company’s website (http://www.poet-technologies.com/documents/Stock-Option-Plan.pdf .
ContractFinancing Agreement • March 21st, 2018 • Poet Technologies Inc. • Semiconductors & related devices
POET TECHNOLOGIES INC. Head Office: 120 Eglinton Avenue East, #1107 Toronto, ON, M4P 1E2 Phone: (416) 368-9411 - Fax: (416) 322-5075 USA Office: 780 Montague Expy #107 San Jose, CA 95131 USA
AGREEMENTCollaboration Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • New York
This Agreement (“Agreement”) is effective as of the 21st day of May, 2008 (“Effective Date”), by and between ODIS Inc., a Delaware corporation, having a place of business at Suite 204, 3 Corporate Drive, Shelton, Connecticut 06484 (hereinafter referred to as “ODIS”), and BAE Systems Information And Electronic Systems Integration, Inc., a Delaware corporation, having a place of business at 65 Spit Brook Road, Nashua, New Hampshire (hereinafter referred to as “BAE SYSTEMS”).
CREDIT AGREEMENT DATED EFFECTIVE AS OF MARCH 30, 2012 BY AND AMONG OPEL TECHNOLOGIES, INC., ODIS, INC., AND OPEL SOLAR, INC. COLLECTIVELY, AS BORROWERS, AND TCA GLOBAL CREDIT MASTER FUND, LP, AS LENDERCredit Agreement • January 28th, 2014 • Poet Technologies Inc. • Florida
This CREDIT AGREEMENT (this “Agreement”), dated as of March 30, 2012 (the “Effective Date”), is executed by and among OPEL TECHNOLOGIES, INC., an Ontario corporation (sometimes hereinafter referred to as the “Issuing Borrower”), ODIS, INC., a Delaware corporation, and OPEL SOLAR, INC., a Delaware corporation (each of the foregoing hereinafter sometimes individually referred to as a “Borrower” and all such entities sometimes hereinafter collectively referred to as “Borrowers” or the “Credit Parties”), and TCA GLOBAL CREDIT MASTER FUND, LP (“Lender”).
BY-LAW NO. 1 OF POET TECHNOLOGIES INC. (THE ‘‘CORPORATION”)By-Law • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices
COMMON SHARE PURCHASE WARRANT POET Technologies Inc.Common Share Purchase Warrant • December 4th, 2024 • Poet Technologies Inc. • Semiconductors & related devices • New York
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from POET Technologies Inc., a corporation existing under laws of the Province of Ontario, Canada (the “Company”), up to 2,777,778 Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 13th, 2015 • Poet Technologies Inc. • Semiconductors & related devices
POET Technologies Inc. (formerly “OPEL Technologies Inc.”), a body corporate continued under the laws of the Province of Ontario
POET TECHNOLOGIES INC. US$30,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 1st, 2023 • Poet Technologies Inc. • Semiconductors & related devices • New York
POET Technologies Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Agent”) to issue and sell from time to time common shares of the Corporation (the “Shares”) upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 25 hereof.
POET TECHNOLOGIES INC. and TSX TRUST COMPANY CONVERTIBLE DEBENTURE INDENTURE Providing for the Issue of Convertible Debentures April 3, 2019 WSLEGAL \ 076624 \ 00009 \ 21944090v9 WSLEGAL \ 076624 \ 00009 \ 21944090v9 CONVERTIBLE DEBENTURE INDENTURE...Convertible Debenture Indenture • April 30th, 2020 • Poet Technologies Inc. • Semiconductors & related devices
ODIS IncorporatedConsulting Agreement • January 28th, 2014 • Poet Technologies Inc.
ASSET PURCHASE AGREEMENT by and among TRACKER ACQUISITION, INC. (as Purchaser), OPEL SOLAR, INC. (as Seller), and OPEL TECHNOLOGIES, INC. (as Seller Parent) dated as of the 14th day of December, 2012Asset Purchase Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of December, 2012 by and among (i) TRACKER ACQUISITION, INC., a Delaware corporation (“Purchaser”), (ii) OPEL SOLAR, INC., a Delaware corporation (the “Seller”), and (iii) OPEL TECHNOLOGIES, INC., an Ontario corporation (“Seller Parent”, and together with the Seller, the “Purchaser Indemnitors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • Poet Technologies Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 19, 2024, between POET Technologies Inc., a company existing under laws of the Province of Ontario, Canada (the “Company”), and the purchaser identified on the signature pages hereto (“Purchaser”).
University of Connecticut First Amendment to the Lease Agreement Between The University of Connecticut and ODIS Inc.Lease Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Connecticut
The original lease (attached hereto) between the University of Connecticut and the Company, last executed on February 10, 2011 (Current Lease”) is hereby amended as follows:
POET and Sanan IC Sign Definitive Agreement to Form Joint Venture Company JV Aims to Disrupt the Data Center Transceiver Market with Superior Economics and ScaleJoint Venture Agreement • October 22nd, 2020 • Poet Technologies Inc. • Semiconductors & related devices
TORONTO and XIAMEN, People's Republic of China, Oct. 22, 2020 (GLOBE NEWSWIRE) -- POET Technologies Inc. (“POET” or the “Company”) (TSX Venture: PTK; OTCQX: POETF), and Xiamen Sanan Integrated Circuit Co. Ltd. (”Sanan IC”), a wholly owned subsidiary of Sanan Optoelectronics Co., Ltd. (Shanghai Stock Exchange, SSE: 600703) announced today that they have signed a definitive joint venture contract and have applied for the registration of Super Photonics Xiamen Co., Ltd. (“Super Photonics”) to offer a new generation of cost-effective, high-performance optical engines to transceiver module manufacturers, systems suppliers, data center operators and network providers globally.
POET Technologies, IncorporatedConsulting Agreement • April 13th, 2015 • Poet Technologies Inc. • Semiconductors & related devices
CREDIT FACILITY AGREEMENTCredit Facility Agreement • April 30th, 2019 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
Espresso Capital Ltd. (“Espresso”) is pleased to present this Credit Facility Agreement (this “Agreement”) to POET Technologies Inc., and each entity listed in the Schedule of Borrowers attached to this Credit Facility Agreement (each, a “Borrower” and collectively, “Borrowers”). The Schedules to this Agreement form part of and are integral to this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)Executive Employment Agreement • April 13th, 2015 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
POET Technologies Inc. (“POET”), a company incorporated in Ontario, and having an office at Suite 501, 121 Richmond Street West, Toronto, Ontario M5H 2K1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 4th, 2024 • Poet Technologies Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 3, 2024, between POET Technologies Inc., a company existing under laws of the Province of Ontario, Canada (the “Company”), and the purchaser identified on the signature pages hereto (“Purchaser”).
CONSULTING AGREEMENTConsulting Agreement • May 15th, 2014 • Poet Technologies Inc. • Semiconductors & related devices • Ontario
ContractEmployment Agreement • January 28th, 2014 • Poet Technologies Inc. • Ontario
THIS EMPLOYMENT CONTRACT is made this 4th day of November, 2013 between POET Technologies Inc. (“the Employer”) and Stephane Gagnon, of Ottawa, Ontario (“the Employee”)
Execution Version SHARE SALE AGREEMENT between DENSELIGHT SEMICONDUCTOR TECHNOLOGY (SHANGHAI) CO. LTD. as Buyer and POET TECHNOLOGIES, INC. as Seller with respect to the acquisition of all of the shares in DENSELIGHT SEMICONDUCTORS PTE LTD Dated as of...Share Sale Agreement • April 30th, 2020 • Poet Technologies Inc. • Semiconductors & related devices • Hong Kong
